NORWALK, Conn.--(BUSINESS WIRE)--Feb. 18, 2009--
Priceline.com Incorporated (Nasdaq: PCLN) today reported its financial
results for the 4th quarter and full-year 2008. Gross travel
bookings for the 4th quarter, which refers to the total
dollar value, inclusive of all taxes and fees, of all travel services
purchased by consumers, rose 22.9% year-over-year to approximately $1.5
billion.

Priceline.com had revenues in the 4th quarter of $406.0
million, a 21.3% increase over a year ago. The Company’s international
operations contributed revenues in the 4th quarter of $127.5
million, a 24.4% increase versus a year ago (approximately 44% growth on
a local currency basis). Priceline.com’s gross profit for the 4th
quarter was $205.1 million, a 28.0% increase from the prior year. The
Company’s international operations contributed gross profit in the 4th
quarter of $126.6 million, a 25.0% increase versus a year ago
(approximately 45% growth on a local currency basis). Priceline.com had
GAAP net income for the 4th quarter of $33.3 million or $0.73
per diluted share, which compares to $32.9 million or $0.68 per diluted
share in the same period a year ago.

Pro forma net income in the 4th quarter was $1.29 per diluted
share, an increase of 34.4% over a year ago. First Call analyst
consensus for the 4th quarter 2008 was $1.05 per diluted
share. The section below entitled “Non-GAAP Financial Measures”
provides a definition and information about the use of pro forma
financial measures in this press release and the attached financial and
statistical supplement reconciles pro forma financial information with
priceline.com’s financial results under GAAP.

For full-year 2008, priceline.com’s gross travel bookings were
approximately $7.4 billion, a 53.2% increase over 2007. Full-year 2008
revenues were $1.9 billion, a 33.7% increase over a year ago.
Priceline.com’s gross profit for 2008 was $956.0 million, a 49.5%
increase from the prior year. Priceline.com had GAAP net income for 2008
of $193.5 million or $3.98 per diluted share, which compares to $155.5
million or $3.42 per diluted share a year ago. Pro forma net income for
2008 was $5.96 per diluted share, a 47.5% increase over a year ago.
First Call analyst consensus for full-year 2008 was $5.77 per diluted
share.

"Priceline continued to grow and take market share in the United States
and internationally despite very challenging global economic
conditions", said priceline.com President and Chief Executive Officer
Jeffery H. Boyd. "Worldwide recessionary conditions have resulted in
lower overall travel demand and we have seen hotels significantly reduce
their average daily rates in response to declining hotel occupancy
rates."

“Our international operations grew its 4th quarter gross
travel bookings by 27.6% excluding foreign exchange impact.” Mr. Boyd
continued, “Booking.com continued to strengthen its position as the
largest and fastest-growing online hotel reservations service in Europe,
growing its supplier base by 47% year-over-year. With over 60,000
properties in over 70 countries around the world, Booking.com offers an
extensive and growing collection of attractively priced hotels in
leading destinations around the world. By being available in 21
different languages, Booking.com provides an unmatched level of consumer
accessibility. We believe that this breadth of offerings and services
was a major factor in Ryanair’s recent choice of Booking.com to power
its hotel booking engine. In the 4th quarter, Agoda.com had
its one year anniversary under the priceline.com umbrella. Despite
significant external challenges in its local markets, Agoda achieved
organic gross bookings growth of over 100% in 2008.”

"In the U.S., priceline.com’s gross travel bookings grew in the 4th
quarter by what we believe is a market-leading 31.1% year over year as
our value brand and low prices appealed to cost-conscious consumers and
suppliers used our Name Your Own Price® distribution to sell their
services in the face of slowing demand. For more than a decade,
priceline.com has built a travel brand that is synonymous with
delivering the lowest price, supported by a robust collection of
published-price and Name Your Own Price® travel services. We believe
that our brand identity and an effective marketing campaign featuring
The Priceline Negotiator, is resonating with customers in this difficult
economic climate.”

Looking forward, Mr. Boyd said, “We are in the midst of a period of
unprecedented economic turbulence that is significantly impacting travel
demand, pricing and currency exchange rates. Our goals are to continue
building our global brands and deliver value to customers looking for
the best travel value and suppliers looking to drive demand in a
challenging market."

Forward Guidance

Priceline.com said it was targeting the following for 1st
quarter 2009:

Year-over-year change in international gross travel bookings of
approximately (7.5%) – 0.0% (an increase of approximately 8.0% – 16.0%
on a local currency basis).

Year-over-year increase in revenue of approximately 5.0% – 10.0%.

Year-over-year increase in gross profit of approximately 5.0% – 10.0%.

Pro forma EBITDA of approximately $50 million to $55 million.

Pro forma net income of between $0.85 and $0.95 per diluted share.

Given the current macro-economic conditions, the Company stated that it
would not provide earnings guidance beyond the first quarter and noted
that its actual performance during the 1st quarter 2009
against the guidance above is subject to greater variability than it had
been in the past.

excludes non-cash interest expense and gains or losses on debt
extinguishment, if any, recorded pursuant to the provisions of FSP APB
14-1,

excludes non-cash income tax expense and reflects the impact on income
taxes of the pro forma adjustments,

includes the anti-dilutive impact of the "Conversion Spread Hedges"
(see “Non-GAAP Financial Measures” below) on outstanding diluted
common shares outstanding, and

includes the dilutive impact of additional shares of unvested
restricted stock, restricted stock units and performance share units
because pro forma net income has been adjusted to exclude stock-based
compensation.

In addition, pro forma EBITDA excludes depreciation and amortization
expense and includes the impact of foreign currency transactions and
other expenses.

When aggregated, the foregoing adjustments are expected to increase pro
forma EBITDA over GAAP operating income by approximately $21 million in 1st
quarter 2009.

In addition, the foregoing adjustments are expected to increase pro
forma net income over GAAP net income by approximately $27 million in
the 1st quarter 2009. On a per share basis, the Company
estimates GAAP net income of approximately $0.28 to $0.38 per diluted
share for the 1st quarter 2009.

In May 2008, the FASB issued FASB Staff Position No. APB 14-a,
“Accounting for Convertible Debt Instruments that May be Settled in Cash
upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-a”).
FSP APB 14-a requires cash settled convertible debt, such as our
convertible senior notes, to be separated into debt and equity
components at issuance and a value to be assigned to each.

The value assigned to the debt component is the estimated fair value, as
of the issuance date, of a similar bond without the conversion feature.
The difference between the bond cash proceeds and this estimated fair
value, representing the value assigned to the equity component, is
recorded as a debt discount and amortized to interest expense over the
life of the bond. Although FSP APB 14-a will have no impact on our
actual past or future cash flows, it will require us to adjust our
previously issued financial statements and record a significant amount
of non-cash interest expense as the debt discount is amortized and may
result in losses on extinguishment that would not have occurred under
previous GAAP. FSP APB 14-a is effective for financial statements issued
for fiscal years beginning after December 15, 2008. The Company
estimates that the adoption of FSP APB 14-1 will increase non-cash
interest expense for the years ended December 31, 2008, 2007 and 2006 by
approximately $26 million ($16 million net of tax), $28 million ($17
million net of tax), and $6 million ($3.6 million net of tax),
respectively. The estimated impact to fiscal year 2009 non-cash interest
expense is an increase of approximately $21 million ($13 million net of
tax), excluding the impact of future debt conversions, if any.

Information About Forward-Looking Statements

This press release may contain forward-looking statements. These
forward-looking statements are not guarantees of future performance and
are subject to certain risks, uncertainties and assumptions that are
difficult to predict; therefore, actual results may differ materially
from those expressed, implied or forecasted in any such forward-looking
statements. Expressions of future goals and similar expressions
including, without limitation, “goal,” "believe(s)," "intend,”
"expect(s)," "will," "may," "should," "could," "plan(s),"
"anticipate(s)," "estimate(s)," "predict(s)," "potential," "target(s),"
or "continue," reflecting something other than historical fact are
intended to identify forward-looking statements. The following factors,
among others, could cause the Company's actual results to differ
materially from those described in the forward-looking statements:

-- adverse changes in general market conditions for leisure and other
travel services as a result of, among other things, decreased consumer
spending, general economic downturn, terrorist attacks, natural
disasters or adverse weather, the bankruptcy or insolvency of a major
airline, or the outbreak of an epidemic or pandemic disease;

-- adverse changes in the Company’s relationships with airlines and
other product and service providers and vendors which could include,
without limitation, the withdrawal of suppliers from the priceline.com
system (either priceline.com’s “retail” or “opaque” services, or both)
and/or the loss or reduction of global distribution fees;

-- fluctuations in foreign exchange rates;

-- the effects of increased competition;

-- a change by a major search engine to its search engine algorithms
that negatively affects the search engine ranking of the company or its 3rd
party distribution partners;

-- our ability to expand successfully in international markets;

-- the ability to attract and retain qualified personnel;

-- difficulties integrating recent or future acquisitions, such as the 4th
quarter 2007 acquisition of Agoda, including ensuring the effectiveness
of the design and operation of internal controls and disclosure controls
of acquired businesses;

-- the occurrence of an external or internal security breach of our
systems or other Internet based systems involving personal customer
information, credit card information or other sensitive data;

-- systems-related failures and/or security breaches, including without
limitation, “denial-of-service” type attacks on our system, any security
breach that results in the theft, transfer or unauthorized disclosure of
customer information, or the failure to comply with various state laws
applicable to the company’s obligations in the event of such a breach;
and

--legal and regulatory risks;

For a detailed discussion of these and other factors that could cause
the Company's actual results to differ materially from those described
in the forward-looking statements, please refer to the Company's most
recent Form 10-Q, Form 10-K and Form 8-K filings with the Securities and
Exchange Commission. Unless required by law, the Company undertakes no
obligation to update publicly any forward-looking statements, whether as
a result of new information, future events or otherwise.

Pro forma EBITDA, pro forma net income and pro forma net income per
share are "non-GAAP financial measures," as such term is defined by the
Securities and Exchange Commission, and may differ from non-GAAP
financial measures used by other companies. Priceline.com believes that
pro forma EBITDA, pro forma net income and pro forma net income per
share that exclude certain non-cash or non-recurring income or expense
items are useful for analysts and investors to evaluate priceline.com's
future on-going performance because they enable a more meaningful
comparison of priceline.com's projected cash earnings and performance
with its historical results from prior periods. These pro forma metrics,
in particular pro forma EBITDA and pro forma net income, are not
intended to represent funds available for priceline.com’s discretionary
use and are not intended to represent or to be used as a substitute for
operating income, net income or cash flows from operations data as
measured under GAAP. The items excluded from these pro forma metrics,
but included in the calculation of their closest GAAP equivalent, are
significant components of consolidated statements of income and must be
considered in performing a comprehensive assessment of overall financial
performance. Pro forma financial information is adjusted for the
following items:

Cash expenses incurred in 2007 associated with the settlement of the
2000 securities litigation is excluded because of the non-recurring
nature of the settlement.

Cash benefit recorded in 2007 associated with the refund by the
Internal Revenue Service of excise taxes paid on merchant airline
tickets is excluded because of its non-recurring nature.

Amortization expense of acquisition-related intangibles is excluded
because it does not impact cash earnings.

Stock-based compensation expense and the non-cash expense associated
with the payment of preferred stock dividends are excluded because
they do not impact cash earnings and are reflected in earnings per
share through increased share count.

Payroll tax expense related to stock-based compensation is excluded
because the expense is driven primarily by stock option exercise and
share award vesting activity and the market price of priceline.com’s
common stock and often shows volatility unrelated to operating results.

Interest expense that will be recorded in 2009 upon the January 1,
2009 adoption of FASB Staff Position No. APB 14-a, “Accounting for
Convertible Debt Instruments that May be Settled in Cash upon
Conversion (Including Partial Cash Settlement)” because it is non-cash
in nature.

Income tax expense is adjusted for the tax impact of certain of the
pro forma adjustments described above and to exclude tax expense
recorded where no actual tax payments are owed because of available
net operating loss carry forwards.

In addition, pro forma income tax expense in 3rd quarter 2007
is adjusted to exclude the non-cash tax benefit from reversing $47.9
million of valuation allowance on priceline.com's deferred tax asset and
to exclude the $1.2 million non-recurring income tax benefit related to
the impact on deferred taxes of an enacted reduction in certain
international statutory tax rates. Further, pro forma net income for 4th
quarter 2007 excludes the $3.6 million non-recurring income tax benefit
resulting from the recognition of foreign capital allowance carry
forwards.

Minority interest is adjusted for the impact of certain of the pro
forma adjustments described above.

Finally, for calculating pro forma net income per share:

net income is adjusted for the impact of the pro forma adjustments
described above

fully diluted share count is adjusted to include the anti-dilutive
impact of “Conversion Spread Hedges” related to priceline.com’s
convertible securities that increase the effective conversion
price of the currently outstanding 0.50% convertible notes due
2011 and 0.75% convertible notes due 2013 from their stated $40.38
conversion price to an effective conversion price of $50.47 per
share. Under GAAP, the anti-dilutive impact of the Conversion
Spread Hedges is not reflected on the outstanding diluted share
count until the end of the hedge in 2011 and 2013 if and when
shares are delivered.

All common stock warrants and unvested shares of restricted common
stock, restricted stock units and performance share units are
included in the calculation of pro forma net income per share
because pro forma net income has been adjusted to exclude our
preferred stock dividend and stock-based compensation expense.

The presentation of this financial information should not be considered
in isolation or as a substitute for the financial information prepared
and presented in accordance with generally accepted accounting
principles in the United States. The attached financial and statistical
supplement reconciles pro forma financial information with
priceline.com’s financial results under GAAP.

About Priceline.com® Incorporated

Priceline.com Incorporated (Nasdaq: PCLN) www.priceline.com
provides online travel services in 27 languages in over 75 countries in
Europe, North America, Asia, the Middle East and Africa. Included in the
priceline.com family of companies is Booking.com, a leading
international online hotel reservation service, priceline.com, a leading
U.S. online travel service for value-conscious leisure travelers, and
Agoda.com, an Asian online hotel reservation service.

Priceline.com believes that Booking.com is Europe’s largest and fastest
growing hotel reservation service, with a network of affiliated Web
sites. Booking.com operates in over 70 countries in 21 languages and
offers its customers access to over 60,000 participating hotels
worldwide.

In the U.S., priceline.com gives customers more ways to save on their
airline tickets, hotel rooms, rental cars, vacation packages and cruises
than any other Internet travel service. In addition to getting great
published prices, leisure travelers can narrow their searches using
priceline.com’s TripFilter advanced search technology, customize their
search activity through priceline.com’s Inside Track features, create
packages to save even more money, and take advantage of priceline.com’s
famous Name Your Own Price® service, which can deliver the lowest prices
available.

Priceline.com also operates the following travel websites:
Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com.
Priceline.com also has a personal finance service that offers home
mortgages, refinancing and home equity loans through an independent
licensee. Priceline.com licenses its business model to independent
licensees, including priceline mortgage and certain international
licensees.

priceline.com Incorporated

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)

December 31,

December 31,

ASSETS

2008

2007

Current assets:

Cash and cash equivalents

$

364,550

$

385,359

Restricted cash

2,528

1,350

Short-term investments

98,888

122,499

Accounts receivable, net of allowance for doubtful accounts of

$8,429 and $2,309, respectively

92,328

70,712

Prepaid expenses and other current assets

23,463

19,048

Deferred income taxes

42,082

14,032

Total current assets

623,839

613,000

Property and equipment, net

29,404

27,088

Intangible assets, net

193,231

182,748

Goodwill

326,863

287,159

Deferred income taxes

153,955

218,519

Other assets

16,685

22,342

Total assets

$

1,343,977

$

1,350,856

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

46,290

$

47,708

Accrued expenses and other current liabilities

77,713

59,589

Deferred merchant bookings

29,664

17,750

Convertible debt

392,985

569,796

Total current liabilities

546,652

694,843

Deferred taxes

48,933

46,502

Other long-term liabilities

18,010

13,368

Total liabilities

613,595

754,713

Commitments and Contingencies

Minority interest

-

17,036

Stockholders' equity:

Common stock, $0.008 par value, authorized 1,000,000,000 shares,

47,664,766, and 45,117,685 shares issued, respectively

367

346

Treasury stock, 6,685,048 and 6,646,408 shares, respectively

(493,555

)

(489,106

)

Additional paid-in capital

2,177,000

2,124,029

Accumulated deficit

(913,033

)

(1,106,506

)

Accumulated other comprehensive income

(40,397

)

50,344

Total stockholders' equity

730,382

579,107

Total liabilities and stockholders' equity

$

1,343,977

$

1,350,856

priceline.com Incorporated

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share data)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2008

2007

2008

2007

Merchant revenues, including $18,592 excise tax refund in 2007

$

268,816

$

226,693

$

1,218,162

$

1,002,824

Agency revenues

132,973

105,768

648,792

398,246

Other revenues

4,252

2,392

17,852

8,339

Total revenues

406,041

334,853

1,884,806

1,409,409

Cost of revenues (1)

200,976

174,701

928,835

769,997

Gross profit

205,065

160,152

955,971

639,412

Operating expenses:

Advertising - Offline

7,779

6,935

38,032

35,963

Advertising - Online

55,761

43,434

270,713

172,676

Sales and marketing

20,233

11,131

77,948

47,158

Personnel, including stock-based compensation

of $11,452, $5,494, $40,522 and $16,253, respectively

41,998

30,885

163,785

102,992

General and administrative, including net cost of litigation
settlement of $55,350 in 2007

15,749

8,943

55,267

91,837

Information technology

4,268

4,373

17,956

13,779

Depreciation and amortization

10,444

10,439

42,796

37,072

Total operating expenses

156,232

116,140

666,497

501,477

Operating income

48,833

44,012

289,474

137,935

Other income (expense):

Interest income, including $3,346 of interest on excise tax refund
in 2007

1,521

5,398

11,660

25,776

Interest expense

(2,588

)

(2,851

)

(9,375

)

(10,412

)

Foreign currency transactions and other

5,363

(1,414

)

3,810

(3,276

)

Total other income

4,296

1,133

6,095

12,088

Earnings before income taxes, equity in loss of investees and
minority interests

53,129

45,145

295,569

150,023

Income tax (expense) benefit

(19,827

)

(11,228

)

(98,408

)

12,059

Equity in loss of investees and minority interests

(47

)

(1,055

)

(3,688

)

(5,000

)

Net income

33,255

32,862

193,473

157,082

Preferred stock dividend

-

-

-

(1,555

)

Net income applicable to common stockholders

$

33,255

$

32,862

$

193,473

$

155,527

Net income applicable to common stockholders per basic common share

$

0.82

$

0.86

$

4.92

$

4.13

Weighted average number of basic common shares outstanding

40,504

38,082

39,299

37,671

Net income applicable to common stockholders per diluted common
share

$

0.73

$

0.68

$

3.98

$

3.42

Weighted average number of diluted common shares outstanding

45,550

48,350

48,671

45,504

(1) Cost of revenues entirely reflect Name Your Own Price®
transactions whose revenues are recorded "gross" with a
corresponding cost of revenue while retail transactions are
recorded "net" with no corresponding cost of revenues.

priceline.com Incorporated

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Year Ended December 31,

OPERATING ACTIVITIES:

2008

2007

2006

Net income

$

193,473

$

157,082

$

74,466

Adjustments to reconcile net income to net cash provided by
operating activities:

Adjustments for the tax impact of certain of the pro forma
adjustments and

to exclude non-cash income taxes

6,657

1,719

28,260

(48,730

)

(h)

Impact on minority interests of other pro forma adjustments

-

(107

)

(818

)

(881

)

(i)

Preferred stock dividend

-

-

-

1,555

Pro Forma Net income

$

58,229

$

46,192

$

290,836

$

182,460

RECONCILIATION OF GAAP TO PRO FORMA NETINCOME PER
DILUTED COMMON SHARE

Three Months EndedDecember 31,

Year EndedDecember 31,

2008

2007

2008

2007

GAAP Weighted average number of diluted common shares outstanding

45,550

48,350

48,671

45,504

(j)

Adjustment for Conversion Spread Hedges

(1,368

)

(844

)

(859

)

(1,202

)

(k)

Adjustment for warrants and restricted stock

1,106

842

989

855

Pro Forma Weighted average number of diluted common shares
outstanding

45,288

48,348

48,801

45,157

Net income applicable to common stockholders per diluted common share

GAAP

$

0.73

$

0.68

$

3.98

$

3.42

Pro Forma

$

1.29

$

0.96

$

5.96

$

4.04

(a)

Airline excise tax refund is recorded in Merchant revenue.

(b)

Amortization of acquired intangible assets is recorded in Cost of
revenues and Depreciation and amortization.

(c)

Favorable litigation settlement related to credit card processing
fees is recorded in Sales and marketing.

(d)

Stock-based compensation is recorded in Personnel expense.

(e)

Securities litigation settlement and stock-based compensation
payroll taxes are recorded in General and administrative expense.

(f)

Accrued interest income on airline excise tax refund is recorded in
Interest income.

(g)

Adjustments for the tax impact of certain of the pro forma
adjustments and to exclude non-cash income taxes are recorded in
Income tax expense.

(h)

Impact on minority interests of other pro forma adjustments are
recorded in Equity in loss of investees and minority interests.

(i)

Preferred stock dividend is recorded in the respective expense line
item.

(j)

Reflects the impact of the Conversion Spread Hedges that increase
the effective conversion price of the currently outstanding
Convertible Senior Notes due September 30, 2011 and the Convertible
Senior Notes due September 30, 2013 from their stated $40.38
conversion price to an effective conversion price of $50.47 per
share. Under GAAP, the anti-dilutive impact of the Conversion Spread
Hedges is not reflected on the outstanding diluted share count until
the end of the hedge when shares are delivered.

(k)

All common stock warrants and shares of restricted common stock,
restricted stock units and performance share units are included in
the calculation of pro forma net income per share because pro
forma net income has been adjusted to exclude our preferred stock
dividend and stock-based compensation expense.

(l)

Depreciation and amortization are excluded from Operating income to
calculate EBITDA.

(m)

Foreign currency transactions and other are added to Operating
income to calculate EBITDA.

priceline.com Incorporated

Statistical Data

In thousands

(Unaudited)

Gross Bookings

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

Domestic

$504,752

$423,275

$478,812

$547,787

$602,205

$525,571

$720,968

$872,284

$799,578

$688,923

International**

398,416

319,136

519,679

687,124

788,478

679,760

1,037,644

1,237,681

1,250,850

792,190

Total

$903,168

$742,410

$998,491

$1,234,911

$1,390,683

$1,205,331

$1,758,612

$2,109,965

$2,050,427

$1,481,113

Agency

$600,406

$491,070

$710,528

$919,260

$1,042,619

$912,698

$1,370,119

$1,656,775

$1,603,693

$1,108,024

Merchant**

302,762

251,340

287,963

315,651

348,064

292,633

388,493

453,190

446,734

373,089

Total

$903,168

$742,410

$998,491

$1,234,911

$1,390,683

$1,205,331

$1,758,612

$2,109,965

$2,050,427

$1,481,113

Year/Year Growth

Domestic

13.1%

11.9%

1.0%

-4.0%

19.3%

24.2%

50.6%

59.2%

32.8%

31.1%

International

141.7%

101.4%

90.5%

92.7%

97.9%

113.0%

99.7%

80.1%

58.6%

16.5%

excluding F/X impact

131.8%

86.3%

74.5%

79.6%

83.4%

89.9%

75.0%

55.8%

44.7%

27.6%

Agency

74.9%

51.6%

47.9%

50.9%

73.7%

85.9%

92.8%

80.2%

53.8%

21.4%

Merchant

13.0%

18.1%

8.1%

-0.8%

15.0%

16.4%

34.9%

43.6%

28.3%

27.5%

Total

47.8%

38.3%

33.7%

33.2%

54.0%

62.4%

76.1%

70.9%

47.4%

22.9%

Units Sold

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

Hotel Room-Nights

5,238

4,265

5,955

7,242

7,964

6,616

9,375

10,879

11,434

9,126

Year/Year Growth

49.7%

43.7%

43.4%

45.0%

52.0%

55.1%

57.4%

50.2%

43.6%

38.0%

Rental Car Days

2,044

1,789

2,003

2,278

2,338

2,002

2,612

2,815

2,333

2,224

Year/Year Growth

20.8%

36.1%

23.6%

13.9%

14.4%

11.9%

30.4%

23.6%

-0.2%

11.1%

Airline Tickets

666

588

639

687

819

790

1,169

1,362

1,186

1,135

Year/Year Growth

-2.0%

0.9%

-12.2%

-16.3%

23.0%

34.4%

83.0%

98.2%

44.8%

43.7%

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

Revenue

$313,467

$260,071

$301,389

$355,880

$417,287

$334,853

$403,180

$513,976

$561,609

$406,041

Year/Year Growth

21.1%

27.5%

24.6%

15.7%

33.1%

28.8%

33.8%

44.4%

34.6%

21.3%

Gross Profit

$123,547

$99,517

$119,717

$157,211

$202,331

$160,152

$181,103

$253,725

$316,078

$205,065

Year/Year Growth

54.4%

53.3%

65.7%

48.6%

63.8%

60.9%

51.3%

61.4%

56.2%

28.0%

Gross Bookings represent the total dollar value of travel
booked, inclusive of taxes and fees.

** Includes $37.5 million, $32.4 million, $24.2 million, $24.6
million and $13.4 million of Agoda gross bookings in 4Q08, 3Q08,
2Q08, 1Q08 and 4Q07, respectively since acquisition on November 6,
2007.

The following table is intended to demonstrate the estimated
potential impact of share price movements on the number of
equivalent shares included in the fully diluted share count used
to calculate diluted earnings per share. Actual results are likely
to differ due to the impact of option exercises, equity
repurchases, issuances and forfeitures of restricted stock,
restricted stock units and performance share units, any
conversions of our convertible notes and the elimination of the
anti-dilutive impact of our conversion spread hedges associated
with the convertible notes converted prior to maturity. The table
below is for illustrative purposes only; the Company is unable to
predict its future stock price and the Company's stock could trade
below or above the per share prices in the table below.

Estimated Weighted Average Number of Diluted Shares Outstanding

GAAP

Adjustments(1)

Pro Forma

1Q09

2009

1Q09

2009

1Q09

2009

Closing Share Price Assumption(2)

$30.00

44.6

42.4

(0.4)

1.1

44.2

43.5

$35.00

44.9

42.5

(0.3)

1.1

44.6

43.6

$40.00

45.3

43.4

(0.2)

0.4

45.0

43.8

$45.00

45.6

44.2

(0.2)

(0.2)

45.4

44.0

$50.00

45.8

44.8

(0.1)

(0.3)

45.7

44.5

$55.00

46.1

45.4

(0.1)

(0.2)

46.0

45.2

$60.00

46.3

45.9

(0.1)

(0.1)

46.3

45.7

$65.00

46.5

46.3

(0.0)

(0.0)

46.5

46.2

$70.00

46.7

46.6

0.0

0.0

46.7

46.6

$75.00

46.9

46.9

0.1

0.1

47.0

47.0

$80.00

47.1

47.2

0.1

0.1

47.2

47.4

$85.00

47.2

47.5

0.1

0.2

47.4

47.7

$90.00

47.4

47.7

0.2

0.2

47.5

47.9

$95.00

47.5

47.9

0.2

0.3

47.7

48.2

$100.00

47.7

48.1

0.2

0.3

47.9

48.4

$105.00

47.8

48.3

0.2

0.3

48.0

48.6

$110.00

47.9

48.4

0.3

0.4

48.2

48.8

$115.00

48.0

48.6

0.3

0.4

48.3

49.0

$120.00

48.1

48.7

0.3

0.4

48.4

49.1

$125.00

48.2

48.8

0.3

0.4

48.6

49.3

$130.00

48.3

49.0

0.3

0.5

48.7

49.4

(1) Reflects the anti-dilutive impact of the "Conversion Spread
Hedges" associated with convertible notes that remain outstanding
to maturity and the dilutive impact of additional warrants and
shares of unvested restricted stock and restricted stock units
because pro forma net income has been adjusted to exclude
preferred stock dividend and stock-based compensation.

(2) Estimated weighted average number of diluted shares outstanding
is estimated as follows:

1Q09: Uses actual daily share prices from January 1, 2009
through February 17, 2009, and the closing share price assumption
from February 18, 2009 through December 31, 2009.

2009: Uses actual daily share prices from January 1, 2009
through February 17, 2009, and the closing share price assumption
from February 18, 2009 through December 31, 2009.